What Happens In Tokyo
by Azkadellio
Summary: Stays in Tokyo. After getting tricked into the massages, Spencer and Mrs. Benson end up wasting time in an unexpected way until they get let out. Disclaimer: I don't own 'iCarly' or any characters. Rated M for smut.


**I got the idea for this while watching the '_iCarly_' movie in season two, _'iGo To Japan_'. Alternate version of what happened in the massage room between Spencer and Mrs. Benson.**

**To be honest, I don't expect much of a response to this one-shot. Mainly due to I don't think there are a lot of people who see Spencer and Mrs. Benson together in this way.**

**In this, Carly, Sam, and Freddie managed to get to the iWeb Awards on time and still won. But Spencer and Mrs. Benson were stuck in the massage room until after the iWeb Awards were over.**

**Also, Kiyoko and Yuki didn't get arrested because no one found out what they did to the '_iCarly_' gang.**

**Characters are OC.**

**Enjoy. Maybe.**

**No POV**

"Spencer!" Mrs. Benson says when Spencer stands up after getting out of the seaweed.

"What?" The oldest Shay sibling asks, turning around.

"You're naked." Mrs. Benson points out, her eyes shifting downwards. "And hung." She adds, impressed by what her son's best friend's older brother hides in his jeans.

"Oh, God." Spencer says, bending down to hide himself, not catching Mrs. Benson's last words.

"Is that why you have so many girlfriends?" Mrs. Benson asks, staring at Spencer.

"Is what why I have so many girlfriends?" Spencer asks, looking around. "Ooh, towels." He says, spotting the small stack of towels. "Don't look." He says, looking at Mrs. Benson.

"No promises." Mrs. Benson says, catching the tip of Spencer's package as he runs to grab a towel to cover himself. "Now, chew me out of here." She says, hoping Spencer catches the other reason she said it.

"I can't." Spencer says, jogging over to Mrs. Benson, maing sure the towel doesn't fall off.

"Why not?" Mrs. Benson asks, staring at Spencer.

"Too much seaweed." Spencer says, looking over the seaweed.

"Then use that sword to cut me out." Mrs. Benson says, noticing the Japanese sword on the wall behind Spencer.

A few minutes later, Spencer has Mrs. Benson out, and Mrs. Benson is in a towel. "Those massage jerks locked us in here." Spencer says, trying to get the door open while Mrs. Benson tries to get her towel to stay on.

"Darn. The air vents look like they were just cut out of the wall." Mrs. Benson says, looking at the two vents. "What are we supposed to do?" She asks, trying to look in the small crevice of Spencer's towel for his package.

"I don't know. We're the only ones on this floor, and the walls look soundproof." Spencer says with a sigh, looking around the room.

"It's getting kinda hot in here." Mrs. Benson says after almost a half hour of the two sitting or standing in the room, no air seemingly coming into the room.

"What do you suggest? There are no fans, no air conditioner." Spencer asks, using his hand as a makeshift fan.

"Maybe we should drop the towels? They are kinda thick." Mrs. Benson suggests, looking away with a slight blush. "We can use that barricade so we don't have to see each other." She throws in, mentioning the small, waist lenght, thin table in the middle of the room.

"Won't that be kinda weird?" Spencer asks, staring at Mrs. Benson, confused by her suggestion.

"We're both adults here." Mrs. Benson says, looking at Spencer out of the corner of her eyes.

"Uh, sure. I guess. It is hot in here." Spencer says, leaning down so only his chest up are visible, letting the towel drop off and sets it on the massage table still on its side.

Doing the same, Mrs. Benson removes the towel when her neck and head are visible, setting the towel over the small divider in the middle of the room. "That feels better." She says, trying to look between the bonsai trees set up under the flat surface, thankful that the area is cut off.

"A little." Spencer admits, sitting cross-legged, pushing his shoulder length hair behind is ears. "Do you think the kids are okay?" He asks loud enoug for her to hear, thinking about his kid sister.

"I hope so." Mrs. Benson admits, worrying about her son.

"Uh, Mrs. Benson?" Spencer asks, sounding nervous.

"Under the circumstances, I guess you can call me Marissa. And yes?" Marissa asks, trying to get a peak at Spencer through the opening between the small trees, getting frustrated when the best she can see is his chest.

"I can, um, see your boobs." Spencer says, surprised that Marissa's chest is larger than her shirts let on.

"Are they ugly?" Marissa asks, remembering how her ex-husband, Freddie's father, never seemed to like her chest.

"No, just bigger than I thought." Spencer admits, clearing his throat.

"What do you mean?" Marissa asks, confused, as she puts her hands under the breasts and pushes them up and together.

"Well, in your shirts, they look like big B's, small C's. Now?" Spencer starts, trying not to stare at Marissa's chest. "They look like large C's, small D's." He says nervously.

"Well, I wear smaller bras then I should so they're not sticking out or something." Marissa says, letting her chest drop. "I am a D-cup, thank you for noticing." She says with a small blush.

"Why do you hide them?" Spencer asks, not able to stop himself from wondering.

"I don't want Freddie staring. He's a growing boy, he shouldn't see things like that." Marissa says, going into overprotective mode.

"Yeah, you might not like me saying this, but his attention seems to be on Carly's butt. Even Sam's on occasion." Spencer says, looking away when he see's Marissa's light brown nipples harden. "I kinda thought they'd be pink." He says out loud, not realizing he said it.

"Thought what would be pink?" Marissa asks, confused by Spencer's words.

"Your nipples. I thought, with how light your skin is, your nipples would be as well." Spencer says, pushing his nervousness aside.

"They do look kinda weird with my skin, don't they?" Marissa asks, staring at her chest.

"Not really. It's kinda nice, actually." Spencer says, standing up.

"Can I ask you a question?" Marissa asks, feeling out of character after everything so far.

"Sure." Spencer says, looking over the barrier, staring down at Marissa Benson.

"Do you think I'll ever get a boyfriend?" Marissa asks, looking up when she sees Spencer's shadow take over her.

"Not really my place to say." Spencer says, shrugging his shoulders, not realizing that his height, angle, and closeness put his member at almost the same height as Marissa's eyes, which Marissa notices when she looks down. "Maybe if you weren't so crazy." He says, slightly joking.

"You know when I said I could use a good rubbing?" Marissa asks, slowly starting to stand up, eyes on Spencer's member.

"Yeah?" Spencer says, confused where Marissa's going.

"I wasn't taking about a massage." Marissa admits. "I haven't had an orgasm since Freddie was a baby, when his father left me." She says, her butt bumping the massage table as she stands, making her chest jiggle a bit.

"So you were hoping for a happy ending?" Spencer asks, staring at Marissa's surprisingly nice pair of breasts.

"Kinda." Marissa admits, looking down. "What about you?" She asks, changing the subject slightly.

"What about me what?" Spencer asks, staring at Marissa, his yes scanning her body, stopping at her trimmed bush.

"When was the last time you got off?" Marissa asks with an increasing blush.

"About an hour before we got on the plane." Spencer admits. "Remember that girl I faced in 'Pak Rat? Sasha Stryker?" He asks, his eyes scanning her body, surprised it's more tone than her clothing makes him think.

"Yeah?" Marissa asks, confused.

"She keeps trying to get me to go out with her, so she's been sending me nude pics and vids of her in the shower or fingering herself to tease me." Spencer says, looking up, stopping at her chest again.

"And you just masturbate with your sister close by? Especially when she, Sam, and Freddie just walk around your apartment?" Marissa asks, surprised.

"She was upstairs packing for the trip. Sam was with her, and Freddie was across the hall getting his shots." Spencer says, assuring her. "I always keep an ear open in case anyone gets too close."

"Spencer?" Marissa asks, the conversation surprising her.

"Yeah?" Spencer asks, noticing Marissa's body and the conversation were making him hard.

"I know this might be weird, but can you help me get off? And you look like you need some help yourself." Marissa says, staring at his member. "How big are you?" She asks when she notices how long and thick it already is, and it's still growing.

"Eight and a half inches long, two and a half wide." Spencer admits, not caring at this point that he's talking to the woman who tried to give him a disinfectant bath on more than one occasion.

"Bigger than my ex." Marissa whispers. "Oh, screw it." She says, walking around the barrier and pushing Spencer against it, causing him to bend back a bit at the height of it.

"Sorry?" Spencer asks, confused by Marissa's actions.

"Don't tell the kids." Marissa demands, turning around. "This stays between us, got it?" She says, spreading her legs and pushing herself back until she feels Spencer's hardening member against her.

"Are you sure?" Spencer asks, too stunned to move.

"Don't worry. I'm on the pill." Marissa says, using her left hand to grab Spencer and guide his tool into her box. "Oh, it's been far too long." She moans out as she pushes back, smiling when she feels Spencer put his hands on her hips, pulling her back.

"Wow, you feel better than I thought." Spencer says, pulling Marissa until their hips come in contact with each other.

"Good." Marissa says with a sigh when she feels Spencer's tool deep inside of her, neither of them moving. "Spencer?" She says after the two of them stay in that position for a few seconds.

"Uh-huh?" Spencer asks, letting his right hand slide up Marissa's body, stopping at her breast.

"I want you to fuck me." Marissa says, surprising herself and Spencer with her words. "I want to know what it feels like to have something this big filling me up." She says, starting to slide on and off his tool.

"Are you sure? You said you haven't had anything in a long time, and I'm bigger than your last was." Spencer asks, using his left hand to start pulling her back.

"Go for it." Marissa says, bracing her hands on the knocked over massage table as she starts to push back each time Spencer pulls back.

"Okay." Spencer says, giving in to how hot and slick she is.

"Ugh." Marissa grunts out when Spencer pushes in, starting a slow pace of sliding in and out of her. "Oh, I'm glad we're neighbors." She moans out, a smile forming on her face as Spencer toys with her erect nipple, her left hand going to play with her clit as it emerges from it's hood.

Not saying anything, Spencer continues to slide in and out of Marissa, bending over her as his pace increases, starting to bite into her shoulder.

A minute later, he feels her tighten around him, some of her juice slicking up his member more.

"How adventurous are you?" Spencer asks, keeping his medium pace going.

"Not very. Why?" Marissa asks between moans.

"Ever had it up the ass?" Spencer asks, his usual filter dropping under the circumstances.

"I've never had anything up there." Marissa asks, getting worried.

"Want to try it?" Spencer asks, the hand playing with her nipple moving to toy with her tightest hole, slowly pushing the tip of his thumb into it.

"Not particularly." Marissa says, letting out a surprise moan when Spencer bottoms out in her pussy, his nail on his thumb now almost completely inside her anal hole.

"Come on." Spencer coaxes, slowly pulling out of her, pushing back in to tease her, as the hand on her hip moves to grab a small bottle of massage oil from the small wall dividing the room. "Just once?" He asks, opening the bottle of oil.

"And you'll pull out if I don't like it?" Marissa asks, liking the feeling of Spencer in her too much to risk letting it leave her.

"Of course." Spencer assures, pulling out. "Hold your ass cheeks apart for me." He gently demands, drizzling some of the oil onto her ass, letting it drip into her hole, using his left hand to lube the inside.

"It's warm." Marissa notes, a slight moan at the sensation.

"It's massage oil. It's supposed to be." Spencer tells her, drizzling some on his cock, the juices from Marissa's pussy shining on his erection. "Ready?" He asks, drizzling more oil into Marissa's ass hole, using his left index finger to spread it around the inside.

"I guess." Marissa says, letting out a gasp when Spencer lines his cock head up with her tight hole, applying some pressure. "Oh, that's nice." She gasps out as Spencer starts to push more into her.

"Marissa?" Spencer asks, his right hand holding her right cheek apart, letting her use her right hand to toy with her clit.

"Yeah?" Marissa moans out, her hand clicking her clit in a gentle motion.

"Your ass is mine." Spencer says, completely giving in to his lust, thrusting his cock into her ass, smirking a bit when he bottoms out, but an inch or so is still stick out of her.

"Fuck!" Marissa moans out in surprise, pleasure, and a hint of pain.

Giving in, Spencer thrusts in and out of Marissa, his pace faster than when he was in her pussy, but the moans coming from the mother bent over in front of him say she's loving every moment of it.

"I'm gonna cum." Marissa moans out, her left hand now playing with her nipples, Spencer's hands on her hips now, making each thrust feel tighter because of it.

"Do it. I want to feel you cum while I fuck your ass." Spencer grunts out, his pace increasing as he nears his own orgasm.

"Fuck." Marissa gasps out, her body tensing.

"Shit." Spencer says, his body tensing as well as he starts to cum inside the tight hole of his neighbor.

"That felt amazing." Marissa says with a blush as Spencer pulls out, some of his cum leaking out.

"Honestly, so did you." Spencer says, grabbing a towel and wiping himself and Marissa off.

"So, the kids never find out about this?" Marissa asks, grabbing a towel to clean off her sides from where her juices, the oil, and some of Spencer's cum leaked down her as Spencer cleans up around her ass and pussy.

"Never. Promise." Spencer says.

About an hour later, and Spencer sliding his cock between Marissa's chest and blowing his load on her face and neck, the door opens, revealing Kiyoko and Yuki's cousins. Thankfully, the adults covered themselves in clean towels, though the sex smell was still too strong not to be noticed.

Getting dressed quickly, thanks to the masseuses bringing their clothes back, they leave, heading for their hotel room.

The next day, as the five of them walk up the ramp to the ship Spencer got Socko's friend to get for them for the ride home, since no one wanted to use Freight Dog's plane again, Spencer and Marissa share a look, a small smile forming on both their faces.

**Hope this was okay. This is only a one-shot. No sequel or chapter two.**

**Thank you for reading, please review if you want.**

**Blessed Be.**


End file.
